Lighting Science Group Acquires
Lighting Partner BV Creating a New Global Leader in Digital Lighting
Combined Company Boasts Global LED Footprint with Synergies in Product Design,
Intellectual Property, Manufacturing Capabilities and Channel Partnerships
NEW YORK, April 22 /PRNewswire-FirstCall/ -- Lighting
Science Group Corporation (BULLETIN BOARD: LSCG) ("LSG"),
a leading developer and integrator of intelligent and energy-efficient LED
lighting solutions, announced today that it has completed the acquisition of
Lighting Partner BV ("LPBV"), an innovative manufacturer providing a
broad range of LED and High- intensity Discharge ("HID") lighting
solutions for residential, commercial, and retail applications based in The
Netherlands.
LSG has acquired 100 percent of the outstanding common stock of LPBV. As
consideration for acquiring the outstanding common stock of LPBV, LSG paid the
former shareholders of LPBV US$5 million and issued a total of 4.632 million
shares of LSG common stock (representing approximately 16% and 13% of the
actual and fully diluted shares of LSG common stock outstanding respectively).
LSG also granted the former shareholders of LPBV certain piggyback registration
rights and assumed expenses of approximately $1.2 Million incurred due to
change of control of LPBV. LPBV had revenues of US$23 million with positive
cash flow in 2007 and is expected to have positive cash flow on a standalone
basis, before synergies, in 2008. Approximately 70% of LPBV's business is LED
based and this is a rapidly growing part of the business in line with the
overall trend in the global lighting market. The company has also launched an
innovative LED lighting system, Eyeleds(R)
(www.eyeleds.com) designed for indoor and
outdoor applications globally. Eyeleds are currently
distributed in over 35 countries and are used in the commercial and residential
market.
In conjunction with the acquisition of LPBV, the Company also announced that it
has sold 2,083,333 shares of common stock to LED Holdings, LLC ("LED
Holdings") for proceeds of US$10,000,000. The shares were priced at a
discount of 5% from the average closing price of the LSG common stock (as
reported on the OTC Bulletin Board) for the thirty (30) consecutive trading
days immediately prior to the sale, which is a decrease from the 15% discount
set forth in LED Holdings' follow-on investment option it acquired through LSG's
acquisition of LED Holdings' business and net assets in October 2007.
"Today's acquisition creates a significant and immediate global presence
for both companies and provides the foundation for us to become a leading
player within the high growth LED lighting market," said Govi Rao, chairman and chief
executive officer of Lighting Science Group. "We look forward to combining
our complementary strengths and regional market positions to create a
foundation for robust future growth opportunities. We continue to drive
innovations that benefit our partners, consumers as well as the environment.
The combination of our capabilities further enhances our ability to support our
OEM partners with agility, reliability and scale."
"Combining LSG's extensive LED integration capabilities with LPBV's
fixture design expertise and access to high quality manufacturing, puts us in a
position to significantly accelerate the proliferation of our high performance
lighting solutions." Mr. Rao added, "I
believe the combination of LSG and LPBV creates one of the most innovative and
diversified LED lighting solutions company with global presence and
comprehensive capability across the emerging Digital Lighting Value Chain. We
strongly believe this is a robust platform for significantly enhancing our
ability to build shareholder value."
"The lighting industry is currently going through significant disruption
and this partnership underscores our combined vision and commitment to shape
the emerging digital lighting space," said Richard van de Vrie, managing director of Lighting Partner BV.
"Combining our companies expands the breadth and depth of our respective
portfolios and will help us deepen our customer relationships and drive
increased sales to other targeted markets, globally. We foresee attractive
opportunities for growth and believe that the combined company will be able to
provide stronger enhanced products and services for our customers
worldwide." "We welcome the associates and partners of LPBV to the
Lighting Science family and are excited about the prospects of driving growth
and innovation globally", added Mr. Rao. I
personally look forward to working with a fine team like LPBV and am glad to
have Richard and his colleagues join our management team."
Conference Call
The LSGC management team has scheduled an investor
conference call today at 8:30 a.m. ET to discuss the acquisition. The call can
be accessed toll free in the U.S. at 800.901.5217 and internationally on
617.786.2964 with conference call ID 56296865. The call will also be web cast
and will be available at http://investor.lsgc.com/
and at http://phx.corporate-ir.net/playerlink.zhtml?c=188602&s=wm&e=1831746.
For those unable to listen to the live broadcast of the call, a replay will
available at http://investor.lsgc.com/
starting approximately 2 hours after the completion of the call. Additional information
on the transaction is available at http://investor.lsgc.com/.
LIGHTCongress2008
Govi Rao, Chief Executive
Officer of Lighting Science Group will also be presenting on the "Tomorrow
is Today" panel at LIGHTCongress2008 at The Hotel
Affinia in Manhattan today, April 22, at 2:00 p.m.
More information on LIGHTCongress2008 is available on http://www.lightcongress.com/.
About Lighting Partner BV
Lighting Partner is a trusted source for design and is a producer of
innovative, durable, plug & play lighting solutions for leading lighting
companies. Lighting Partner is a pioneer in international lighting and delivers
superior quality lighting solutions to its customers. Lighting Partners'
long-standing experience, knowledge and partnerships with their customers
enable them to quickly convert new concepts into commercial lighting solutions
that add value to the environment. Lighting Partner focuses on the latest energy
efficient light sources and operates well-equipped production facilities in the
Netherlands, Eastern Europe and Thailand. Lighting Partner is headquartered in
the Netherlands and their guiding principles are teamwork and reliability, with
a focus on optimizing growth and return on investment.
About Lighting Science
Lighting Science Group Corporation (www.lsgc.com)
designs and sells highly energy efficient and environmentally friendly lighting
solutions. The Company's patented and patent-pending designs in power
management, thermal management, manufacturing processes and other areas seek to
reduce energy consumption while delivering environmental benefits and cost
savings to the end-user. The company designs and manufactures ready- to- use
LED lamps and luminaires, as well as provides
customized lighting solutions for architectural and artistic projects
worldwide. Lighting Science has offices in New York City, Sacramento, Satellite
Beach, FL, Dallas, Tokyo and the United Kingdom.
About LED Holdings
LED Holdings, LLC, a portfolio company of Pegasus Capital Advisors (www.pcalp.com) holds a majority of the issued
and outstanding shares of Common Stock of Lighting Science Group Corporation.
Pegasus Capital Advisors is a private equity fund manager with offices in New
York, New York and Cos Cob, Connecticut. Founded in 1995, Pegasus provides
capital to middle market companies across a wide range of industries, with
particular focus on businesses that make a meaningful contribution to society
by positively affecting the environment, contributing to sustainability and
enabling healthy living.
Certain statements in the press release constitute "forward-looking
statements" relating to Lighting Science Group Corporation within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
regarding future events, our business strategy and our financing plans are
forward-looking statements. In some cases you can identify forward-looking
statements by terminology such as "may," "will,"
"would," "should," "could," "expect,"
"intend," "plan," "anticipate,"
"believe," "estimate," "predict,"
"potential" or "continue," the negative of such terms or
other comparable terminology. These statements are only predictions. Known and
unknown risks, uncertainties and other factors could cause actual results to
differ materially from those contemplated by the statements. In evaluating
these statements, you should specifically consider various factors that may
cause our actual results to differ materially from any forward-looking
statements. "Lighting Science," is registered in the U.S. Patent and
Trademark Office. Readers should carefully review the risk factors described
above and in other documents filed by the Company with the SEC. Readers are
specifically directed to the discussion under "Risk Factors" in the
Company's Registration Statements on Form S-1.
First Call Analyst:
FCMN Contact: joey.marquart@edelman.com
http://www.eyeleds.com
http://www.lightcongress.com
Source: Lighting Science Group Corporation
CONTACT: US Media: Joey Marquart,
+1-212-704-8133,
joey.marquart@edelman.com;
European Media: Monica Sondhi, +44-20-7344-1200,
monica.sondhi@edelman.com;
Japanese Media: Go Ichino, +81 (3) 6403-5206,
go.ichino@edelman.com; Investors, Gayatri Narayanan, +1-212-704-4577,
Gayatri.narayanan@edelman.com,
or Steve Hamilton, +1-214-328-3650,
Steve.hamilton@lsgc.com, all for
Lighting Science Group Corporation
Web site: http://www.lsgc.com/